In The End
by Calchexxis
Summary: This story is the final act in my trilogy following What Happened At Sugarcube Corner and Curses & Consequences. Ponyville is in ruins, the princesses are gone, and the Nightmare is spreading. Twilight Sparkle is the inheritor of the greatest magical potential in a thousand years and with it she has broken the fabric of the world. Can she repair the damage she has done?
1. Chapter 1

"_What do we stand for in the end? And in the end, is it really worth it? I know it was. Despite the blood spilled and the lives lost. In the end, it was worth it."_

The howling winds outside were atrocious, the tainted snow fell in torrents around her as she wandered the empty land around the Ponyville Library. I didn't like it. I really, really didn't like it. Too bad she was the only thing keeping the rest of us alive. I scraped a hoof across the worn wooden table to smooth out the page I had been reading. Despite the insulation we'd added to the worn out tree the wind still seeped in, a draft here, a whisper there. The veil was thin but thanks to my little invention in the basement we were keeping it solid for now, well, solid around here. Celestia damn me but that spiteful thing was actually proving to be useful. I think some part of me knew that the pony I used to be would've blanched at the thought of performing the binding spell I had used to produce the stabilizer array. Too bad that pony isn't around anymore.

I miss being her to be honest. I miss the sunny days and the starry nights spent on the hill overlooking Sweet Apple Acre's. I miss watching the sun rise with my friends and spending the day at the spa. I miss the playful magic experiments I used to do, pure research. Knowledge for the joy of learning. I scoffed at the thought.

"Uhm, what's so funny Twilight?" A soft voice completely at odds with the clanking footfalls and pneumatic hisses of mystoalchemic gearwork. Fluttershy was coming up the steps from the basement, I turned sharply.

"Shy, who's maintaining the stabilizer?" I asked, probably more harshly than I should have. It was a testament to how much we had all changed that she didn't even flinch, her sky-blue orbs just met mine evenly.

"Spike is, I traded off, uhm, sorry, but I've been watching that thing for two hours and..." she trailed off. I lowered my eyes, feeling guilty.

"Sorry 'Shy, I'm just wound up, but if we do this right then we can finally get out of Ponyville. Out of the Zone."

Fluttershy nodded, my eyes lingered on her... damage. From head to tail she was the picture perfect pegasi, delicate and demure with a naturally straight mane of pink silk and a flawless coat of pastel yellow. The only marring of that beauty was the harness. Attached to her shoulders was the beginning of the pneumatic harness, a combination of James's mechanical genius and Rarity's delicate horn-work taken to an unbelievable extreme. Four months ago during the event that created the Zone a nightmare had visited my friend in her cottage by the Everfree Forest border. Its name was Contempt. A mockery. A parody. Contempt was the incarnation of a broken element. It was a wicked creature who had taken Fluttershy captive and locked her in her pantry. Once it had its captive Contempt proceeded to take its time torturing my friend in more hideous ways than even my now-twisted mind could imagine.

"So where's Scootaloo?" Fluttershy asked as she trotted up to my side.

"Routine perimeter sweeps, ever since she bonded with the Element of Loyalty she's either been in the air or itching to go back to it," I said, a small amount of my old humor slipping back into my voice.

"Yeah, Rainbow would be proud of her, is proud of her I mean, after all, those feathers..." she trailed off, a ghost of a smile lingering around her mouth. I knew exactly what she meant though, they finally tracked me down here at the Library the first thing I did was summon the necklace that signified the Element of Loyalty.

Well. Sort of. When they found me I was half mad with delirium, I hadn't eaten or drank in days, I was sick with fever, and my horn... Well, it did grow back. Somehow Pinkie brought me out of it. Though to be fair if anypony knew anything about coming out of madness it would be her.

Anyway, once I had come to my senses and heard the stories they had to tell I did what I said before, and let's just say Celestia wasn't a sun goddess for nothing. As soon as I placed the symbol around Scootaloo's neck it erupted into light. Pinkie, Rarity, Fluttershy, Applejack, and I all felt the song flow out of it. Friendship, the bond between us was unbreakable. I think that Rainbow Dash was there too, no, scratch that, I know she was.

"And Applebloom?" she asked hesitantly.

"She's up on the watchtower waiting for Scootaloo to come back, those two..." I trailed off a little but the smile stayed. Scootaloo was always the strongest of the three, quick-witted, streetwise, and a knack for the wild idea. Just like her predecessor. Applebloom had come to rely on Scootaloo more and more in the month that their group had spent alternatively moving slowly around the wrecked village and holing up in safe-houses for weeks at a time. I guess it wasn't too strange that her reliance might turn in to something more. Personally I thought it was cute, I knew Emilé found it a little strange but Applejack was surprisingly supportive. Rarity and Pinkie too though somehow I was less surprised about that. "I'm glad you know..." I said softly.

"About what?"

"I'm glad that they're not too... damaged... that they can't still find love, even in this place," even now I guess I'm still a romantic at heart. My words made Fluttershy stop for moment before nodding.

"I guess I'd never really thought of it like that, I never known two mares who... well... I guess I'm glad too," a small but sincere smile found its way onto her face.

I turned to look up at the second floor balcony, "Sweetie Belle! I can you finish this transcription? I need to go check on the matrix downstairs."

"The pre-goddess third dynasty one right?" My apprentice popped her head over the railing, a pair of pince nez sat lopsided on her face.

"That's the one, you need the practice anyway, your accent is an abomination to the linguistic arts," I said with a wry smile.

"I only learned the syntax a week ago, cut me some slack," she said, her childish lips curling into a pout. I crooked an eyebrow and harrumphed in a manner that would have made my teacher smirk. "Ah, I mean, yes teacher, at once," she hastily corrected herself and I heard the crash of her latest pile of study material get swept up.

I made my way towards the basement door but a pneumatic hiss made me halt and turn as Fluttershy moved to my side. "Are you sure you want to come?" I asked, real concern edging into my voice. "I won't insult you by saying I can imagine what it's like but..."

Fluttershy shook her head and smiled sadly as she looked down at the lovingly sculpted augmetic facsimile's of her forelegs. They were magically grafted to what little remained of the fleshy originals and given animate life connected to their host by Rarity. "Don't mind me Twi', uhm, to tell you the truth I..." she cast her gaze down so I couldn't see her face, "...I think that thing deserves it."

I shivered at the coldness of her tone but continued down. We were all damaged merchandise after all so who was I to judge. How could we not be? How else were we expected to survive this place?

The basement in almost no way resembled the manner in which I had first received it. The walls had been torn out and the space had been extended by using the massive roots of the tree as make-shift frames. Worktables and shelves lined the majority of the space. The apparatus taking up the central mass was my pride if not my joy though. A mass of mathematically grown and arranged resonance crystals glowing sickly white in the darkness. In the middle of all of them was a fragment of glass, like a piece of mirror. Fractured and broken, left to molder on the floor of a particular basement. Altogether I imagine it was, in my more arrogant moments, one of the foremost miracles of thaumaturgical genius.

"Spike, how are the levels?" I asked softly, cantering up to my long-time assistant who was standing in front of a raised dais. Set into the dais were seven crystal spheres, one for each of the crystals grown from the ground. Spike had grown, Dragon physiology and growth patterns are fairly mysterious even to the most learned ponies so I'm hardly a master of the subject. Regardless of our knowledge, where once Spike's, well, spikes, had barely come up to my chin now he could look me in the eyes. His originally soft and pliable head-spikes had hardened into ridges of bone and his childish hands had taken on a slim draconian delicateness to them, giving him finer dexterity. His eyes had changed too but I wasn't sure if it was time or the things he's seen that did that.

"Holding I guess," he said distractedly, his voice a low rumble as he reached out to rotate one of the spheres that had begun to glow a little to bright. It settled back to a dull shimmer.

I nodded, "good, now step back, I need to talk to it."

Spike started, he turned to face me with a defiant look, "Twilight, I don't think that's such a great idea, you know what she's like."

"It, Spike, I know what 'It' is like, not she, it's not a pony, whatever it wants you to think," I replied with low menace in my voice as I advanced towards the hovering shard. I remembered the damage it caused, the pain.

"Then you know that this is seriously a bad idea, we should have just shattered the shard when Pinkie brought it to us," he said, worry slipping into his tone.

"Uhm, Spike, I don't like her, It, either..." Fluttershy corrected herself as I shot a look at her, "But, well, you know we'd probably be... how would Rainbow say it? Plot-deep in bad stuff?" she blushed at the phrase before continuing, I allowed myself a mental grin. She was still as proper as ever. "Anyway, we'd be in trouble without this machine and the shard is the only thing keeping it running."

Spike released a low growl, "I know that, but I think we're playing with fire here, that thing shouldn't be allowed to exist."

_ENOUGH. _The word echoed out of my mind and roared into the space around me. A trick I'd learned from Accursed, or one I had retained anyway. It stopped my friends in their tracks. Unspoken words hung static in their mouths. It had gotten easier with practice. My 'word' was a tactile pressure of weariness, the taste of impatience.

"Spike, how do you know that breaking that glass wouldn't have just let it free? How do we know that thing isn't all that's keeping it imprisoned?" I asked quietly, Spike took a step back and looked down.

"I... I don't... but-"

"But nothing Spike, we know almost nothing about the metaphysics at work here so I'm not going to do anything rash that might damn Equestria more than I already have," the unsubtle reminder of my own shame cowed him, "are we clear?" Spike nodded his assent. "Good, now, don't interrupt me, I'm going to try and get more out of it."

With that said my friends backed up and Spike returned to his station at the dais. I stepped inside the circle of crystal growths and raised my head slightly, concentrating as I found resonance with the crystals around me. Suddenly the air was filled with the sound of screaming. Pain, rage, other inequine noises and emotions I mercifully was not privy to. The sounds quieted as the thing in the mirror shard registered my presence and manifested into a clearer image where my reflection should have been

"Good morning Contempt, ready to talk?" I asked smugly, staring into the smoldering and hateful eyes of the abomination that stood trapped in the fragment.


	2. Sideways: The Black Train

Sideways: The Black Train

She woke to a terrible memory of pain. The taste of pennies and rusty iron, a laughing pink face twisted with insanity. Where was she? Where was she from? P-Pony...

It hurt, why did it hurt so much to remember? Why couldn't she remember anything? What had happened?

Black sand kicked around in the dust-swept plain she had awoken on. There was no life, not even a memory of life like a withered shrug or the desiccated stump of a tree. Just sand and wind and hard-packed dirt. Wait. No that's not quite right. She looked around and picked out an irregularity in the ground, something under the uniform coating of parched gray dust and ash.

It hurt to move, her back hurt fiercely like it had been flayed, she cried out and dropped back to her knee's. Tears swam in her eyes but she clenched her jaw and stood back up. Ready for the pain this time it shot through her but she bit back the scream and moved forward. One hoof, then another, then another. One by one she thought, and eventually she came to the irregularity. Brushing the dust off she saw a glint of metal, black metal, through the grime. Curiosity overcame the worst of her pain and she swept around the metal revealing a monolithic set of tracks. No train she had ever seen before could have ridden these massive rails. The train must be monstrous she thought.

In the distance she heard something, a call? No...

There it was again.

A roar.

Panic welled into her heart. It was strange, ever since she had awoken she had simply assumed she was alone out here. It was so empty that the idea of something living out here was... impossible. The roar repeated itself, echoing across the plains from all directions. It wasn't possible. It was almost as if... She turned her gaze skyward to the dark and twisting cloud cover just in time to see a shadow ripple. The mass of some titanic thing disturbing the dark and doughy mass blotting out the sky. Another twist a panic, was it a dragon? Only a dragon could be that big right?

Wings.

Feathered wings of an impossible size breached the clouds for a brief moment before vanishing.

A low moan of despair whispered through her lips as she backed up and wished with all her heart for something to hide behind or underneath. As she stepped away another sound came to her ears, this one was different though. Distant and powerful. Like a thunderstorm building on the horizon. She stepped back, her left hoof coming down on the raised metal of the rail line. She felt the vibrations.

The train was coming.

For some reason she couldn't quite put her hoof on this filled her with a kind of impending dread. Not the primal panic of seeing that thing with impossible wings. It was a slow mortal dread of something inescapable but no less unpleasant for it. All the same, a train of dread was better than being out here in the open for that... thing... to sweep up. Right?

Something in her heart told her it was right. She trusted that something as she always had. Gut and instinct was always reliable. That was how she had lived.

_And how she died_

She shook her head, a thought had passed through, grim and defining but as insubstantial as a dream. Lost as quickly as it was recognized. She shook her head, feeling her mane flow out as she backed up and waited for the train. The sound built, slowly at first but the closer it got the faster the noise came. She could see it now, a little, a great black hulk breathing black smog into the sky, red fire burning in it's engine like the beast in those old pony myths that guarded the gates of punishment. The chugging and mechanical roar of the engine began to eclipse anything else, even her thoughts became second to that all-encompassing noise. Finally it reached her, roaring past at incredible speeds she began to worry it would pass her by entirely. Fortunately this wasn't so, she saw it after a moment, the great vessel was slowing, slowly but perceptibly it was slowing to a halt. When it finally stopped a great creaking groaned out and what appeared to be a portable station folded out of the nearest car complete with stairs and ticket booth. For a moment she wondered how she would manage the cyclopean staircase but after a moment noticed a second, smaller, more pony-sized set.

_Or I could've just flown_

This time she caught the strange thought, fly? She couldn't fly? Right? That was silly. Silly thoughts. She shook her head and ascended the small set of stairs and headed towards the car. She was interrupted by a very dry 'harrumph' from behind her that caused her to stop dead. She slowly turned to face the ticket booth, she could've sworn it was empty. No, in fact it wasn't but was inhabited by a thing covered in so many dirty rags and tattered robes that it barely appeared equine at all.

"Ticket?" it asked in a soft dry voice, like caked ash cracking underhoof.

"Uhm... I- I don't think I have a..." she trailed off as she rifled around and came up, somehow, with a thin black ticket lined in gold-leaf that said in bold yellow:

_**ONE PASSENGER; 13 o'clock Train**_

__"S-sorry, I guess I do... here?" she offered the ticket to the figure hesitantly and from a distance, for some reason she wasn't keen to allow the thing to touch her. "Also... it said, uhm, 13 o'clock Train? But that's got to be a typo right? I mean, there is no 13 o'clock."

"Hmm? Hehheh, no 13 o'clock?" it rasped, amusement obvious in it's voice, "of course there is, after all, if there was no 13 o'clock, then this train couldn't arrive, and here it is, right on time," it pushed a little worn out clock towards her. She read the numbers but they made no sense, there was only one number, on the little clock face and it was 13, situated right between where 12 and 1 would've been had they not been missing. There was something else that was... wrong... it was almost like the face of clock was too large. As if it had extra angles.

She shook her head, she had always been terrible at geometry.

"Alright... uhm, guess I'd better be going huh?" she said shakily, allowing a nervous smile to leak out as she backed up towards the train car.

"Mmhmmm... you better ought, don't want to be caught out in the rain my little pony, no no," it's sibilant voice made her skin crawl. She turned to face the door to the train car. It was odd. Almost like the door to a house.

_A basement._

It looked a little familiar, she wondered if she was supposed to recognize the way it looked or felt or-

_Smelled like gore and viscera, like somepony trying to hide madness under formaldehyde and bleach._

Why did it seem so... bad? It was just a door right? Sweat broke out on her brow and her muscles tensed, they screamed for her to run away, to turn and run and run until she couldn't breath. Until her lungs burned and she vomited blood. That behind that door was something unwholesome-

_UNHOLY_

What was it? Why did this door seem so... No, she couldn't stay out so going in was the only option.


	3. Chapter 2

Stars and galaxies burned around us, the dim light that was my namesake was the only illumination in this benighted place aside from the cold fire of hatred that burned from the fragmented mirror in front of me. As I had once before I strode forward on seemingly nothing but starlight. This place, this in-between realm was not a place I'd willingly return to, the memories weren't exactly pleasant.

_A great pillar of fractured glass. _

_ A unholy creature with a parody of my face staring out._

_ A battle of wills to decide the fate of my homeland._

I shook the images away, such memories were dangerous here in a realm of the mind. I had to be careful, especially with that thing sitting on the other side.

"Oh Twilight, how sweet of you to visit me... I've been oh so lonely in this little PRISON!" the last word was a shriek as the false Fluttershy that Pinkie had named Contempt howled hatefully at me. I didn't let it faze me, I had no pity for that thing.

"How are you today Contempt? Ready to talk yet? I hear your screams, I know how much the energy stream of the stabilizer must hurt," I said calmly, slowly circling the fragment.

"And what if I am, would you shut off your only defense against my sisters? I think not. The only relief I find is in frustrating you as much as possible," Contempt hissed plaintively, a pseudo-angelic smile that stretched a little too wide perched on her lips.

"Unless you know how to strengthen the veil," I said softly, stopping my movements to stare directly at it. "If, for instance, we no longer needed this contraption to maintain it our grid..."

Contempt glared balefully at me, I hid a satisfied smile.

"I like your new horn."

I stopped and stared back at her, a new hate matching hers in my eyes.

"Very stylish, all crooked like your heart, your mind, and your soul," Contempt whispered venomously. "Oh yes, I spoke to your other half many times, she's as bossy as you, she told me what you did in the farmhouse, naughty naughty, but I suppose so much power was quite a rush hmmmm?"

I let power flow along my new crystalline horn, energy flowed along the base, curling and curving with its shape to gather at the razor-sharp tip. My new horn... yes, I hard to burn out my birth-horn to critically weaken Accursed, I had hoped to kill it but... regardless I had bought Equestria much-needed breathing room. My experiments had yielded a process by which I had regrown my horn, but it was different. Unlike the clean straight natural horn of a unicorn my was curved and twisted, it permanently glowed with a dim inner light that became a supernova when I used my magic. As it did now. I touched my horn to the fragment of glass and let my mind and power flow.

Contempt screamed in agony.

_I HAVE HAD A GREAT DEAL OF PRACTICE WITH PAIN, CONTEMPT._

I spoke with all of my senses to all of hers. It may not seem impressive but imagine a great sound, like a dragons roar, from a few inches away. It hurts right? Your ears bleed as their biological mechanisms struggle to cope with the overwhelming noise. Eventually your eardrums burst, your teeth rattle, and your bones vibrate painfully. And that's just one sense out of five, six if you count a unicorns magical sense. Contempt had sensory abilities only I had ever experienced. Well, I knew how to blow those out too. All of them.

_I HAVE NO TIME FOR YOUR PETTINESS, _my mind roared into Contempt's form, I felt it buckle, its pseudo-bones cracked and Contempt fell gasping to the floor, her eyes clenched shut couldn't prevent the fluid from her splitting and liquefying eyes from leaking across the floor.

_DO YOU THINK YOU UNDERSTAND PAIN? _Contempt wailed piteously, bringing a dim sort of grin to my features_._

_ "P-please..." _she was begging now, I took a slow breath and released the pressure, pulling my mind back into my projected body.

"Will you tell me know?" I spoke with my voice and she, it, gasped in relief. I grimaced as her form regenerated, cracking and popping back into place, skin healing, eyes reforming.

"I-I can't... I can't... what you do, what you did, is nothing compared to the pain I would suffer if I gave you anything," it spoke truthfully, and I shivered mentally. I had shown it unending pain on a level most ponies couldn't even comprehend. That still didn't frighten it as much as whatever was pulling the strings of the Others.

"Fine, we'll pick this up again tomorrow, or maybe tonight if I have some time," I said pleasantly, and willed myself back out of the mental no-ponies land.

I gasped as my senses registered reality again, the cool basement air, the hum of the crystals. The mother-of-all cricks in my neck. Serves me right for going into a trance with my head tilted.

"Hey Twilight! How'd the mind-fight with evilshy go?" a loud boisterous voice met my ears and I smiled a little.

"Hey Scoot, same as usual, nothing but bile and spit," I said sardonically, I hid the worry I'd gotten from this last session. It was true, I'd gotten nothing and the last times I'd tried I had only gotten insults and threats from Contempt. This time though was different, a little bit anyways. Contempt wasn't holding out because she wanted to, she was holding out because she was terrified not to. That scared me a little.

"Twi', wakey-wakey, you hear me?" Scootaloo asked with a shadow of a smirk on her face.

I snapped back, I hadn't realized how much that battle of wills had drained me, I was getting better but it was still a chore to concentrate for that long. "Yeah, sorry, just wore myself out a little, a few minutes of rest and I'll be fine, sorry what did you say?"

Scootaloo smiled for real this time and nodded, "No prob, get some rest, I was just sayin' the perimeter is fine, the warding runes you and Rarity set up are still holding, not like anything would try to cross with uh... well, yeah, all good though."

As I had expected, but I still nodded, "Thanks Scootaloo, I really appreciate all you're doing."

"Hey, don't sweat it, I'm an Element now, I gotta do my part," she grinned and I swore I saw Rainbow Dash for a moment. Not too difficult of a mistake anymore though. When Scootaloo took up the Element she changed. Before the necklace her little wings could barely achieve lift, but now she had whole new pinions and feathers stretching out from her dark caramel coat. The mystery though, was that the feathers were all various colors of the rainbow. Same with her mane, she had grown it out a little and the tips had taken on the same spectrum.

"Hey hun, me an' sis're done with dinner, ya'll better get up here!" Applebloom poked her head down into the basement and the smell of baked beans and fresh bread wafted down. All four of us grinned, I felt my stomach rumble a little. Magic really took it out of you.

"Ooh, awesome! On my way!" Scootaloo ate like a miniature black hole, a strain on the supplies sometimes but we had enough for a good long while still. She was a growing mare anyway, she needed her strength.

"I'll be up in a minute ok?" I said to Fluttershy and Spike as they made their way up, "Call Rarity in will you Spike? And James, he's probably still working on the shed."

Spike nodded with an almost imperceptible grimace, "Yeah, n-no problem."

I instantly regretted my order, but it was too late now. Spike used to have the biggest crush on Rarity but now... Rarity was different and Spike wasn't sure how to handle it.

"Hey Fluttershy, has Pinkie come back yet?" I asked, knowing the answer but needing to hear it all the same.

Fluttershy just shook her head, "No... I'm sorry, she still hasn't come back, I guess she hasn't found what she went out to look for."

"And you have no idea where she went looking? And what for?" I had asked those questions more times than I could count but all the same I asked. I really don't know why, we both knew the answer.

"No, I'm sorry Twilight..." and she meant it, she meant it every time she said it. Every time I asked.

Fluttershy and I emerged into the front room of the Library where Applebloom, Applejack, Marelyn, and Sweetie Belle were bustling about, clearing away papers and moving tables with the kind of orderly chaos that comes from a life spent cleaning up in the wake large families. I could hear James big hooffalls in the kitchen, cleaning up no doubt after working on the extension. The Library had an old roomy tool shed and James had been working hard attaching it directly to the Library itself. The ingenuity and workmanship. Melding a living tree with hoof-made materials was something only a rare few unicorns could do but for earth ponies it was part of their lives. I had always suspected that unicorns looked down on magic-less earth ponies too often to be able to see their capabilities clearly and spending as much time with the Apple family as I had simply proved it.

Spike was lingering by the door, every inch of him spoke of nervous reticence.

"Hey Spike, go get washed up, I'll call Rarity in ok?" I said as I stepped up behind him.

"Oh, Twilight I was just about to... I mean, uh, yeah, if you don't mind... sure," the relief was evident in his voice.

Spike vanished into the kitchen and I stepped outside, a blizzard roared around me and the Library as a whole. I concentrated for a moment, looking for the moving figure I knew was within, and listening for the song.

There.

A echoing, wordless melody rich with grief and sadness.

"RARITY!" I called out, my voice barely heard above the roar, by me at least. The figure seemed to hear it just fine. The torrential snow heaved as the winds slowed and the heavy flakes fell to the ground. As the whiteout conditions faded I saw her, gleaming white like molten silver in the dim illumination of the Zone. Hair that was dark and unkempt whipped and darted around her , wrapped in the forceful winds. Rarity turned to face me, her eyes consumed by blackness and her face stained with tears of pitch. "Rarity," I said in a softer tone this time, "come in, it's time to eat... you've been holding the perimeter for hours." Her lips curled into a sneer revealing hundreds of slender, razor sharp blades. "Rarity, come back, remember us," I whisper as she approaches, tears turning to crystal ice as they fall from her perfect features to strike the ground.

The figure stumbled before righting herself, her head still staring down into the snow. Slowly but surely her coat shifted to take on the healthy white of my friend. The lustrous royal purple of her mane supplanted the wild ramble. More importantly her eyes, the black depthless orbs had filled in to the kind and generous jewels that were my friends eyes. Rarity's legs shook as she came back to herself and the hours upon hours of pacing and weeping caught up.

"Rarity?" I asked as I cantered over to her and leaned in to give her a helping hoof.

"Y-yes darling, I'm back, s-sorry, it's been a long day, three incursions, I must say the brutes are getting bolder," I barely held back a sigh of relief as my friends' cultured tones answered me.

"Or it's getting stronger..." I said, looking Rarity in the eyes. She knew my opinion on the change that Pinkie had taught her.

Rarity just smiled in a tired manner and shook her head, "No darling, no stronger, but I really do need to pace myself a little better I think."

I shook my head, then huffed to blow my bangs out my eyes, and smiled. She really was stubborn about her generosity.

"Oh dear, Twilight as much as I love the long-mane look on you we really must do something with it, you look like a wild mare," Rarity commented as she accepted my help up and we started moving back to the Library. "It's nearly down to your knee's, although I must say it gives you a more mature charm."

"Rarity, is this really the time?" I ask, my voice doing nothing at all to mask my smile.

"Darling I don't care what anypony says, we may all be heading towards doomsday but, personally, I refuse to make that journey looking anything less than fabulous," she says proudly and more impressively, with a completely straight face. For a moment anyway. We had to slow down to prevent each other from dropping to the ground as we laughed. It felt good to laugh with my friends again. Too much had changed, I guess it was comforting to know that there were some things that had not.

We stopped at the doorway, our laughter had faded to a companionable silence. "Rarity, I wanted to talk, after dinner of course, but... we've all been working non-stop in the weeks since we all found each other again and we haven't had a chance to..."

"You really want to know so badly darling?" Rarity asked, her voice was absent of any accusation or temper, just a soft sort of sadness.

"I need to, I need to know how... just in case," she knew what I meant.

"Of course darling I understand but, the story is... deeply unpleasant... to put it mildly," she responded, I saw a shiver run down her back. "I will darling I promise but not tonight, if for no other reason than sleep, I truly am exhausted."

I let out a slow breath, to be fair a part of me wanted to let the matter lie but I knew I couldn't, not forever anyway. "Alright, tomorrow though, ok?"

Rarity just nodded sadly, "yes, tomorrow, I promise."

With the promise of new information secured we entered the Library and joined the others, sitting wherever there was room, tables, benches, and even the floor. From there we ate and talked and laughed and remembered better, brighter times. For a little while it was like nothing had changed at all and we were transported back to simpler days. It was a little slice of peace I feel like I never really appreciated appropriately. Nothing could last forever though, Rarity ate fairly quickly and after a few goodnight's went upstairs to grab a what sleep she could. I didn't envy her dreams and nightmares, I knew she had them though. Sweetie Belle went to bed soon after Rarity, keeping an eye on her sister and taking care of her was becoming a daily routine, one that I knew Rarity disliked, she hated being a burden, but knew she needed the help. Applebloom and Scootaloo left together, Scoot was tired from flying perimeter all day and Applebloom rarely left her side when she didn't have to. I worried a little about what would happen to Applejacks sister if anything ever happened to Scootaloo, she was becoming too attached. I left that to Applejack though. Marelyn, Fluttershy, James, Applejack and I stayed up the latest. Tossing back a few nightcaps and sharing the much needed company. I found it almost hypnotic to watch Fluttershy drink, with those powerful steel hooves she still somehow made eating and drinking look... dainty.

"To our friends out of sight, never out of mind," Marelyn said softly and raised her glass. Each of us raised our glasses in concert and repeated the toast. "Well, my friends I think that's one too many for me which, in my experience, is just the right amount. Time for this old mare to hit the hay." Marelyn smiled and, a bit shakily, made her way upstairs."

"Ah think that'll be all fer me too, ah'm plum tuckered," Applejack got up and stretched before making her way to her own bunk just alongside the kitchen.

"Eeyup, ah suppose ah should get tah startin' on mah watch, g'nite Miz Fluttershah, Twa'light," Mac bowed himself out of the room like the gentlecolt he was and went outside to sit on the porch.

I sat there for a little while longer with Fluttershy before speaking up, "Fluttershy, I need a favor," I started slowly, she looked up a little surprised.

"Oh, uhm, of course Twilight, anything," she said kindly.

"I need you to stand guard over me for while I cast a spell..."

"W-what? G-guard? Me?" the thought of that obviously made her nervous but I continued.

"Oh, don't worry, it's nothing dangerous, just, I need to make sure I'm not disturbed," I hesitated a moment before getting to the real reason, "and I need someone to wake me up if things get... bad."

"Uhm, bad how?" she asked, one delicate eyebrow scooting skyward.

"Remember my saddlebags, the ones you brought back to me when you found me? What was in one of them?" I asked, knowing she must've gone through them at some point. She nodded, understanding what I was getting at. "Well, I'm going to use it, I need to find..." I trailed off, she knew what I was going to say

"That still doesn't answer my question Twilight," Fluttershy said, her eyes had taken on the more serious tone I had come to expect from her when things got serious.

"I know, sorry, its just that in order to do that I'm going to have to... well... project myself somewhere else... and I won't be alone there, so..."

"So I need to wake you up before you get hurt if something goes bad? Twilight I don't know this sounds kind of dangerous," I could hear the reproach in her words but I knew she wouldn't stop me. She knew this was important.

"I know, I'll be careful." I walked over to one of the corners of the Library and touched my horn to one of the knots in the wall. There was a dim lavender glow and the knot unfurled to reveal a simple brown saddlebag. Such an vague and unremarkable package to contain one of the most powerful relics in Equestria.

"You're going to look for Pinkie aren't you?" Fluttershy asked quietly as she sat down behind me.

"I need to find her 'Shy, I need to."

Fluttershy shook her head in a resigned fashion and sighed, "I know..." she whispered.

With that most unspoken assent I reached into the bag and drew out an artifact known by many names. The Corona Equestria. The Diurnal Crown. Or more commonly: The Royal Crown of Celestia. After a deep bracing breath I focused my magic, emptied my mind, and placed the crown on my head.


	4. Sideways: Train to Nowhere

Sideways: The Train to Nowhere

The door swung open with a rusted creak allowing the cyan pony to enter the car, it was bleak and had the look and air of faded glory. Here were seats covered in the remains of plush velvet set into mahogany frames. There were cobwebbed light fixtures of real crystal, of which only a small number of the attached lumenglobes still functioned. Down the aisle was a tasteful carpet of dusty rose, scuffed and stained with the passage of years and neglect. Only one other pony sat in the car, a young mare who looked familiar in that passing sort of way. Like seeing a pony on the expressway that looks like an old friend only to prove otherwise on a double-take. Still company was company.

"E-excuse me, do you if I sit here?" she asked, a little wary. Her doubts were dispelled when the mare turned to regard her. The other pony had the kindest pair of sunset-colored eyes set into a wholesome face that was made for smiling. Her coat was the color of fresh green apples and her mane was as white as fresh driven snow.

"Oh, well ah'course ya can, din't know anypony else was a'takin this car," the mare said in a pleasant country drawl as she scooted over to make room. "Where all ya'll headin?"

The cyan pony sat and looked pensive for a moment before answering. "Well, see that's the thing, I don't know, I don't even know where I am or what this big train is for."

"Oh my, well dearie, what's yer name then?" she asked, a sad smile on her face.

"It's... uhm..." the cyan pony began to panic for real this time, she couldn't remember, "I... uh... OH COME ON!" anger burst out suddenly as all the confusion of the past

_days weeks months years_

flooded out, "IT'S MY STINKIN' NAME!" she shouted before pounding her head into the hand-carved frame in front of her.

"Oh darlin' don't fret now, it'll come, mah name's Dorothy, Dorothy Jean Smith-Apple, pleased as pie ta meet'ya," the mare said in a soothing voice as she held out one hoof.

The cyan pegasus, her head still firmly implanted in the wooden frame, reached out her right hoof and dejectedly shook the proffered greeting. "Wait..." something tugged at her memory, "did you say Apple? Like as in the Apple family?"

"Well o'course, none other than," Dorothy replied proudly, "Best apple's in all o' Equestria. Why do you ask?"

She laid back against the ruined fabric of the seat and concentrated on the pounding pain in her head, something was so familiar about that name. "I think... I think I knew someone from your family, A-" the name was there, barely, but... "Applejack?"

Dorothy's eyes suddenly filled with tears and for some reason she looked decades older for a moment. "Ah, well tha's mah granddaughter, you might'a been one o' her frien's then I reckon, oh dear."

"What?! What 'Oh Dear'? Do you know me?!" She was shouting now but Dorothy barely noticed. "Wait, how can she be your granddaughter? You're like, my age at most."

"Ah reckon we know each other right enough dearie, round hereabouts the concept o' age n' looks don't mean much, neither does time ah reckon since you went a'fore me." Sadness filled her voice, it was the quiet sadness of the very old.

"W-went? What's that supposed to mean?" a very real gnawing terror took root in her chest at Dorothy's words.

"Oh darlin' ah'm so sorry, I reckon you must be Rainbow Dash, the last poor filly that devil-pony Pinkamena done murdered..."

These words set off a chain reaction. Memories broke through like water from a shattered dam. Memories of knives and smiles. Streamers and balloons. Kisses and cupcakes.

_Cross my heart._

"No... No, I don't want... I don't... don't make me see it again!" Dash's vision swam as she staggered out into the aisle, Dorothy reached out to try and catch her.

_Hope to fly._

"NO! GO AWAY! DON'T HURT ME ANYMORE, PLEASE PINKIE I'M SORRY, WHATEVER I DID I'M SORRY!" She was weeping and begging now, in her mind she was back on that cold metal slab as a mad pink pony played games with her insides.

_Stick a cupcake in my eye._

Finally a pair of hooves wrapped around her, gripping her in a tight hug that smelled of... of...

Sweets?

"There you are silly filly, I've been looking everywhere for you!"

Rainbow Dash screamed.


	5. Chapter 3

Tangible shadows seemed to flit across an endless void as I delved slowly into the locator spell. It was with a wry smile that I focused keenly on my objective and recalled that this very spell focusing on this very same pony was the catalyst for this whole mess. Albeit a much more rudimentary form of the spell. Once I would've been lucky to find the target within a matter of city blocks. Now I was scouring the edges of dimensional space.

"Pinkie... where are you?" I whispered mentally, and perhaps physically as well, the connection between mind and body while in the divining trance is blurred substantially.

Focusing on the well of power I had grown accustomed to tapping into I pulled split the darkness with the blade of my mind.

_PINKAMENA_

The word was like an edge, the disparate shadows split and I stared across an endless desert. The desert was uniform and bleak, sand stretched for illimitable miles save for one thing...

A narrow strip, like a spine on the wind-blasted skeleton.

"Where are we Pinkie? Where have you brought me?" I wondered softly to myself. I could feel the cold weight of the crown pulsing in time with my heartbeat. It was the deep bass roar of a sea the power that was the divine right of the sun goddess. Now it was my responsibility. Was I using its powers selfishly? Maybe. I couldn't deny my worry for her but even without that... Pinkie knew things about this new reality that I could only scratch at and frankly I didn't have time to learn it all from the ground up.

Something was moving. Slowly, at least from my distant perspective but there was definitely movement. A crawling black insect moving along the dead spine of the desert spewing torrents of smoke. A black train...

I felt the spell tug and pull. She was there on that train, Pinkie, but why? What was on that train?

I swelled with energy and manifested a portion of my psyche in the air above the desert.

A mistake, I think.

As soon as the breath of the heat-blasted landscape touched my skin I felt a terrible foreboding which gave me barely enough warning to stretch my newly formed wings and barrel roll away from a titanic shape.

_Fast!_ the thought scraped through my mind as I rolled and spun, _too fast, way way too fast for something that big._

The winged thing vanished into the roiling dark clouds as I righted myself and searched for its presence. All I could see was shadow-strewn clouds drifting along the sky.

Drifting against the wind.

"No..." I muttered gravely, I closed my eyes, knowing what I was about to see and bracing my sanity for it's shape and image. "Goddess preserve me," I prayed softly my eyes snapped open, power pealed through my horn and I turned to face...

Eyes. Each like separate moons. The sheer size of the equine face staring down at me shook any shred of defiance I had mustered away. It wasn't simply the size, no words could do justice to it. It was like staring into the heart of the very stars themselves. My mind peeled away as the vast and impossible psyche of the entity before me violated my mind. Images, emotions, this was the language it spoke in.

A flash of light.

_Long hallways, cold with discomfort and unreasoning hate. Fear tinged with the soft raindrops of tears. Innocence lost and found, broken and mended. A place of learning where the lessons are violence. Intolerance. And despair._

FREAKIMPOSSIBLEEVILCHEATERWI TCH

Another flash.

_A castle of stone and hopeful dreams. Secure from pain. From life. From loneliness._

_ I'MNOTAMONSTER_

Another flash and I was staring into the entity's brilliant orbs again, I felt something gripping my shoulders, I was shaking. Being shook? I was-

The world shattered around me and I was staring into the very worried eyes of my friend.

"F-fluttershy?" I said, my voice as weak as a filly's.

"Oh Twilight, thank the goodness..." She pulled me into a tight embrace, when she finally let go I saw trails of crimson on her pastel coat.

"Is... that blood?" I asked, my mind was still reeling, I couldn't remember much, just eyes and a flood of images. I reached up to touch my face, my hoof came away red, blood was leaking out of my eyes. My jaw was tight and painful, like I'd been screaming. "Fluttershy, what happened to me?" I asked perhaps a little too sharply, but she didn't seem to notice, she just shook her head.

"I-I don't know Twi' but it scared me, one minute you were in that trance and then suddenly it was like... like you were being electrocuted. You went rigid and your mouth stretched open like you were trying to scream and you..." she trailed off as she shivered and dabbed some of the stain from my face with a warm towel, "you started bleeding... and then you spoke..."

I had been cleaning myself a bit when she said the last part but at that I snapped up and stared, "Spoke? What did I say? Tell me, every single word, don't leave anything out." I whipped a spare quill and sheet of parchment from the nearest work table, dabbed some ink and floated them over to her.

Fluttershy shrugged, "Uhm, you didn't really make much sense, it was... well... words, but they were jumbled."

I shook my head and jabbed the parchment, "It doesn't matter, write it down. Every word you can remember."

She sighed and nodded, "O-ok, if you think it will help, you said, now let me remember... It went a bit like..." Fluttershy trailed off as she wrote, occasionally crossing words out as she recalled the proper word she was looking for before finally handing me this:

_Foal of little night she wander._

_ Little fledgling tastes deep waters._

_ Rapacious night would drink and fill._

_Heart whispers lonely and pained. _

_ Blight and burning fills ruin of sorority. _

_ Rapacious night seeks shadows, pain in feast and plenty._

_ In seat of scepter and orb to scour._

I stared at the passages, Fluttershy definitely hadn't been far off the mark. They were pretty much gibberish. "What the hay is any of that supposed to mean?! What is 'Rapacious Night' and 'Foal of Little Night'?"

"Well that part is obvious isn't it?" Fluttershy said in a matter-of-fact tone that made me stare.

I crooked an eyebrow, "Uhm, it is?"

"Oh well, I just thought that since you read so many books that... well" Fluttershy said embarrassed. "It's an old poem, kind of, I really like it. It's about a stallion who's in love with a beautiful mare, uhm... don't laugh... ahem:

_Little night came and passed_

_ Whispers and heartbeats shared in full_

_ O starry mane she stood_

_ Caressed in light_

_ Of little night and star"_

I smiled, her voice was enchanting and she her recital was rich with her love for the work but...  
"I still don't get it 'Shy"

"Oh well, uhm, it's an excerpt from a poem by Lord Manewest called _The Mare in Little Night _and well..." she stared at me for a moment before smiling shyly "It's you."

"Beg your pardon?" I said in a deadpan voice.

"Well, uhm, Little Night is an old equestrian euphemism for the time of day we know as Twilight."

After processing that tidbit and resting I came back to sit next to Fluttershy.

"So what about Rapacious Night? I don't suppose that's a euphemism for something too?" I asked as I sat, Fluttershy just shook her head.

"No, but it doesn't sound good, Rapacious isn't a very nice descriptor," I always admired Fluttershy's talent for understatement.

I didn't get very much rest that night after Fluttershy and I retired. Not that I was surprised, I haven't been sleeping much at all these past months. A hour or three every couple of days is a good average for me. The others are worried, maybe I should be too but I just can't be bothered. I have too much on my plate to worry about proper circadian rhythm right now. I would say that dawn came but it didn't the sun never properly rises anymore. Without Celestia the sun seems to have abandoned Equestria. Still, morning came and with it the storm of activity. What's left of the Apple family busied themselves with the kitchen while Rarity and I patrolled the grounds. Once I asked Applejack if she'd like to go but she just politely declined before retreating back to the kitchen. Only afterwards did I remember the death of one of her family was firmly on the hooves of the creature that was now guarding our perimeter.

Rarity.

The ground was covered in ash and nothing grew in the hard earth. The smell of smoke and viscera was a sort of omnipresent malaise that I had grown to ignore. Rarity didn't seem bothered by it either which didn't surprise me anymore. The walk was filled with companionable silence for the first half before Rarity finally broke the proverbial ice.

"Do you really want to know what happened darling?" she asked out of the blue, I had been expecting the question in a way though. We didn't break stride, there was simply a few more minutes of pensive silence before I shook my head, my long and unkempt mane flaring.

"No Rarity, I don't. You know I don't. Dear Celestia I really don't," I sighed before continuing, "But it doesn't matter what I want anymore, so tell me anyway."

Rarity nodded and took a deep breath, "It starts with despair..." she began, "not sadness or grief really. It's not healthy or necessary or a natural part of life." It took me a moment to get what she was after but I guessed I saw what she meant. After all, everyone is sad sometimes, it's part of life, and grief is a part of the acceptance of loss. Despair though, by one definition it's like losing yourself in that morass of emotion. Ponies have wasted away, consumed by despair after deaths of loved ones, great failures, or other tragedies.

"So Despair is the name of..." I started, already fairly certain of the answer.

"Yes, my Other is called Despair, just like Pinkies is Madness and Applejack's is Duplicity," she answered softly.

"How is Despair part of your element though?" the analytical part of my mind was kicking into full gear.

"Ah, that's a bit of a question: imagine a generous pony without anypony to accept it, nopony to be generous to, nopony to share their tears and laughter with," I could see a glimmer of water in her eyes as she spoke and instantly felt ashamed.

"Oh... I guess... that would feel pretty horrible..." I said a little lamely.

"You have no idea darling, none at all..." she whispered, and for a moment I saw tendrils of darkness reach out from the edges of her eyes and threaten to engulf her pupils... then she chuckled sadly and wiped the tears away. "But you don't need to hear about all that dear, you need to know _How _ it happened."

I didn't answer, I just moved in and wrapped my forelegs around my friend and pulled her into a tight hug. We stood there quietly as the ashen remains of our beloved Ponyville fell around us, holding each other up as I felt hot tears trickle onto my shoulder. After a few minutes and with a proper sniffle Rarity pulled away and dried her eyes. "Oh my, I'm sorry Twilight, standing her bawling my eyes out like a school-filly who's just been turned down."

"No, don't be, we all need a good cry now and again right? You taught me that," I said with a supportive smile as my friend tidied herself up with a compact she'd whipped out of nowhere.

"I did at that I suppose," Rarity said with a smile that made her seem like her old self again, "now then... the _How"_


	6. Sideways: A Mare in the Snow

Sideways: A Mare in the Snow

_The dream always starts in the dark. The smell of dry blood and sweat fills the air like a miasma. I can hear my friends, their whimpering pleas for release. Light slowly filters in, dimly illuminating the dungeon. Twilight, bound to the gray slab of metal, her body pristine and unblemished, it will not stay that way. I reach for the silver tray next to her. It's perfectly arranged, like dinnerware at a fine society meal. Here are the scalpels of all different sizes, each sharpened to perfection. There, the bone-saw, polished and gleaming. Beside that is the orbitoclast, the long beautiful spike of stainless steel, untarnished from its use in the previous hours. Like a gourmet selecting an hors d'oeuvre I chose one of the smallest scalpels and lifted it to eye level and briefly admired my reflection in its flawless surface. My mind screamed, it railed against my actions. Twilight begging as I lowered the blade to her face, tears staining her eyes as I removed them..._

My eyes snapped open as I woke from the nightmare, the memory, panting and covered in a cold sweat. My back aching from having fallen asleep in my sewing chair and my head pounding from the fifth I had drained the night before to provide me with the few hours of blackness I'd enjoyed before the dreams began again. It was barely morning, the sun was just now beginning to peak over the horizon. I knew I would not be achieving anymore sleep beyond the four hours I had just managed. The most I'd slept all week. I poured myself a cup of cold black coffee and endured the headache that it would cost me to reheat it using my magic. I let out a shuddering gasp as steam rolled up from the cup, I took a sip and sighed.

"Worth the pain," I muttered to myself as I sat on one of the bar stools at my counter and nursed the headache, sipping the hot coffee and breathing in the bracingly cold morning air. Before what happened at Sugercube Corner I had always made a habit of sleeping in if I could but lately that hadn't been an option. Still, I could see what Applejack found so charming about these abominably early hours of the day. The cold chill of the air, everything smelling fresh and new, it was enough to dull the edge of my aching skull at least. It even, at least for a moment, made me forget that my world was a darker place now. The sun rose and I nursed my third cup of coffee, my headache was fading and the bone-deep exhaustion I had grown accustomed to living with lately had begun to set in. Still, no point in complaining about it, I had work to do, I finished a few of the smaller orders I had back-logged as the sun began is daily climb. It was just before noon as I put the last few stitches in the new nurses uniforms I'd been contracted to make for Cloudsdale Medical Center. Boring and unfashionable but the little jobs paid the bills in the dry spells between fashion seasons. As I set the work down I shivered, the sun was high in the sky and although it was fall the air should have been warm. I gathered the outfits into a bundle and put them into my saddlebag. "Sweetie Belle!" I called, my little sister generally slept til noon on the weekends and consequently was up all night, "I'm going to the post office dear, I'll be back soon!" I heard I muffled, sleepy reply come down the stairs and I smiled, at least someone in this house was getting some proper rest.

The town felt empty, but it had been that way for awhile. Ever since the murders the little hamlet that I called home had become subdued. Where once there had been vivacious life it now felt like some of that life had gone out of Ponyville. Which it had of course. Nopony wanted to admit it. Nopony would say even her name, probably not for years, but Pinkie had been a big part of Ponyville's life. Without her everypony felt confused and lost. I know I did. It would have been bad enough if Pinkie had simply died, if she had just been another victim. But she wasn't. She was a murderer, one of the worst criminals Equestria had ever known. It was a betrayal on the most fundamental level and everypony felt it. Mayor Mare was the mind of Ponyville, it's residents the body, the Apple family was it's heart. But Pinkie had been it's soul, and without her... I felt the sadness gnaw in my belly as I stepped into the post office, it was quiet as everything else, I dropped the package and the bits for postage, gave the address and left. Simple. Painful. It was too quiet and as I stepped out into the empty streets, for a moment, I stared up at the blue sky and cried. Silently and passionlessly I let out the-

_Despair._

I hiccuped and started. There had been a voice, or... something. I was sure of it. But there was nopony to be seen. Just empty streets. I sniffled and hiccuped again, wiping the tears from my eyes as I peered into the shadows around me. Nothing. I was alone. Right?

_Never._

I nearly screamed. I heard it that time, for sure. It wasn't just a trick, it couldn't have been. It was too clear. I felt a chilling grip run down my spine and I took off at full gallop for the boutique. I hit the door running, fumbled at the latch for a moment, swearing under my breath in colors that would've made Applejack blush. I felt it. Breathing down my neck like a predator closing in.

_Rarity. You're not alone. Never alone._

I hiccoughed as tears of abject terror slid down my face, I nearly cried out in relief as the latch popped and I rushed inside, slamming the door close. I heard little hoofsteps coming down the stairs, Sweetie Belle. I couldn't let her see me like this, I slipped into the downstairs washroom and closed the door. A tiny tapping came a moment later.

"Uhm, Rarity? You ok?" Sweetie called from the other side of the door, concern rich in her voice.

I sniffled into a towel as I let my nerves calm before answering, willing my voice not to crack. "I'm fine dear, just got something in my eye and needed to wash it out." I was quite proud of how calm that came out. I had managed to put the primal screaming terror into a little box in the corner of my mind. It wouldn't stay there long though.

"Oh, uhm, ok, hey Rarity can I go over to Applebloom's for lunch?" I bit back the urge to immediately yell my agreement.

"Oh, well..." I made a show of pretending to think it over, she '_pleeeeeeeeaaaaased' _as hard as she could after which I let up and said "I suppose that's alright, but do try and have Big Macintosh walk you back if you stay late." She squealed with glee and thanked me before rushing off. I let out a sigh and let my knees go out as I dropped to the floor. I dabbed at my tear-stained face. As I pulled the cloth back I dropped it like it was a vile and poisonous insect. I stared at it and backed into the washroom corner. The cloth was stained black.

I remember hyperventilating, breathing in and out in short harsh gasps as I stared at the cloth and grasped at anything that might explain it. Failing at that I mentally willed it to not exist. Of course that did no good either. My panicking was interrupted by another series of tiny taps at the door. "S-sweetie Belle this really isn't a good time," I said, no longer caring if my voice cracked.

_Tap. Tap. Tap._

"Sweetie Belle I said..." I stopped and listened, the was a cold, harsh breathing outside the door, "S-S-Sweetie Belle... that's not-"

_Never. Alone._

This time I didn't even bother biting back the scream.

I don't know how long I spent curled up on the washroom floor, the voice didn't speak again, the tapping stopped. Celestia help me but I couldn't make myself open that door. I couldn't move I was so scared. Scared that I was going mad. Ever more scared that I wasn't. Finally I plucked up the courage to scoot over to the door and listen. Nothing. No sound, just quiet. The way an empty fashion boutique should sound. I finally reached out and touched the doorknob. It was like ice, it was so cold I could barely keep my hoof on it. I turned it anyway, summoning up my magic as the door swung open. Nothing. The room was cold, like winter and somepony had left a window open. I looked around, paranoid and scared. Just an empty showroom. I let out a relieved sigh. I was... I shook my head, not allowing myself to think the word for fear that it would prove to be some kind of talisman that called the voice back. I went upstairs and into my room, digging through my personal effects I eventually found it, a little treasure I kept, one of five. A little pink ribbon with a baby-blue sapphire in the middle. A hairpiece I'd made for Her. A present, I'd made one for each of us. The sixth one, a bright cyan ribbon with a cerise topaz I'd left in the coffin of the pony I'd intended to give it to. I still cried about that sometimes. This one though, I didn't know what to do with. So I kept it. A last secret between friends.

"Cross my heart, hope to fly, stick a cupcake in my eye..." I whispered as I held it close. I gripped it tight as I felt the beginnings of hot tears behind my eyelids, "I miss you Pinkie..." my voice cracking with sorrow.

_I miss you too Rares._

I stared down at the little bauble for a moment. That was the final straw. I tossed the pin back into the jewelry box I'd taken it from, went to the kitchen and opened the tallest cabinet. I reached into the back of the highest shelf and pulled out a bottle filled with amber liquid. My latest discreet purchase from the Cafe, I hadn't expected to be cracking the seal so soon but... I wrenched the top off and pour a generous measure into a glass. I threw it back and relished the burn as it worked its way down my throat and into my belly. I dragged myself over to my chair, I didn't bother bringing the glass as I tipped the bottle back and tried vainly to find some solace in the bottom of the damned thing.

_The dream always starts in the dark. The smell of dry blood and sweat fills the air like a miasma. I can hear my friends, their whimpering pleas for release. It's so very cold. Light slowly filters in, dimly illuminating the dungeon. Twilight, bound to the gray slab of metal, her body pristine and unblemished, it will not stay that way. I reach for the silver tray next to her, covered in a delicate frost of ice. It's perfectly arranged, like dinnerware at a fine society meal. Here are the scalpels of all different sizes, each sharpened to perfection. There, the bone-saw, polished and gleaming like ice. Beside that is the orbitoclast, the long beautiful spike of stainless steel, untarnished from its use in the previous hours. Like a gourmet selecting an hors d'oeuvre I chose one of the smallest scalpels and lifted it to eye level and briefly admired my reflection in its flawless surface. My black eyes, rich with violent despair glower back at me. Tears of pitch running down my face. My mind screamed, it railed against my actions. Twilight begging as I lowered the blade to her face. Begging to be allowed to die. No. They could never die. I wouldn't let them. If they died, then I would be alone. I never want to be alone. Never. Alone._

I woke up choking on my own scream, I was freezing. I could only stare forward for a moment, the memories of that dream were so vivid. I could still feel the cold weight of the scalpel in my hoof, I could...

The scalpel clattered to the floor as it fell out of my grip.

No. It wasn't real, it was a lie. I was still dreaming. Still asleep at home in the chair, drunk out of my mind on backroom whiskey. The cold hard truth of that shining scalpel glittered mockingly on the floor of my... my... home? I looked around. I wasn't at home. I couldn't be, the walls were rotted and decayed, the ceiling was mostly a collapsed wreck and the floor was a creaking mass of ancient timbers. It was dark in a way, but more like the dim false night of an eclipse rather than true nighttime darkness. Shadowed but possessing its own sort of ghostly illumination.

Then, like a splinter in my mind, a impulse rattled through me. I could compare it to a voice I suppose. I think a part of me expected something overt. A voice that scratched and grated inequinely, like a monster or a nightmare. But it was not, it was quiet, a sharp pain like a hypodermic needle followed by words.

_My love. My silence. So lonely I am. So very very lonesome._

The voice carried a bone-deep ache of sorrow, it was an empty thing. Like a cold so penetrating that there was no feeling. Only an absence to remind me that something was terribly wrong. This thing's voice was emotional frostbite.

_Find me. I'll find you. Find you and hold you so close. So cold and lonely._

"No, please..." I pleaded almost silently, the room was getting colder. The residue of cold sweats were caking to my coat, hardening to an icy rime.

_I'm cold sweet love. Cold and lonesome. No hearts to warm me._

The frost crept across the fragments of glass left in the windows, the boards of the ruined caricature of my home creaked and moaned as the unnatural elements took hold. I heard a crack, like a hoof splitting ice, come from the front door. A ghastly light slithered out from beneath the cracks.

_Oh sweetness, make me warm again. Let me taste your warmth. Let me devour your heart._

The last words became a hiss as the door split like a rotten log, and through it peered an eye as black as pitch. I snapped out of my fugue. Panicking I turned away and scrambled up the ruined stairwell. So I was mercifully spared vision of the thing as another, louder, snap told me the door was no longer impeding its progress. I was breathing raggedly, I moved down the remains of the hallway as quickly as I dared, treading bare studs and timbers carefully, fully aware that one misplaced hoof could bring the whole ceiling down. I could hear its hoofsteps on the stairs behind me, I moved faster, the portal to my bedroom was in sight, I made a few more ginger steps and slipped inside. The door was hanging on rusted hinges but, fueled by desperation I gripped it with my telekinesis and forced it shut. The distorted timbers ramming into the frame and jammed there. The bed was a rotten ruin, but the window... It was still whole but I seized the quickly frosting glass and tore at the frame.

_Please. I'm so lonely. My sweet heart. Let me show you how empty. So empty._

_ "_NO!" I screamed, at the warped doorway, "I know... I KNOW WHAT YOU ARE!" I wrenched and the lodged window cracked. "I WON'T LET YOU HURT THEM EVER AGAIN!" My voice was hoarse and the cold was numbing in its intensity. A mighty heave I tore the window frame free just as the doorway began to give way to an intense pressure, "NEVER!" I screamed at it before hurling my self out the top floor. The impact was painful, I landed wrong and cracked my head against the ground, my vision swam and there was a painful ringing in my ears, I tried to rise but I couldn't move. Then I felt something warm, somepony wrapped their hooves around me and pulled me into a nearby building, I cried out as pain shot through my side, I saw a trail of blood, faint but present as I was dragged into the shadows.

"Ssshhh, it's ok..." the voice was distorted by the ringing, I couldn't focus, but I felt safe. The smell of sweets and bubblegum filled my nostrils as blackness overtook me.

I snapped back to wakefulness and I was back in my home, aching but alive and well in my familiar, and untarnished, boutique. Night had fallen and I for a moment I almost believed that it had all been a terrible nightmare. Then a sharp pain surged from my side, a gash that had been neatly bandaged and cared for ran along my left side across my ribs. The bandages were new and only a little stained by fresh blood. Out of habit I brushed my mane out my eyes to get a better look at it but my mane was firmly held in place over my ear. It was held there by a little pink ribbon inset with a baby-blue sapphire.

_Never. Alone. No. They could never die. I wouldn't let them. If they died, then I would be alone. I never want to be alone. I relish her cries as the blade pierces her flesh. The sound of pain and the soft patter of blood droplets striking the floor. So sweet and warm. And I'm so very cold. Like an artist, a painter, I carve thin red lines in her beautiful face. I savor the warmth she bleeds out into the air. I hunger for it. I run my tongue along her cheeks, tasting the warm vital essence as it spills from her veins. She pleads with me. Begs for me to stop. To come back. I can't though, I'm so alone. So empty. And she is so very warm. I'll never be alone again._

My eyes snap open, I'm back in that place. That horrible nightmare place where everything is rotten and ruined. I fell asleep again. This time though I wasn't trying to forget. My eyes are hard as ice, she's coming. It's coming. I can feel it. I'm not afraid anymore. I can't be afraid anymore. Yesterday I had eaten lunch with my friends. My Family. I told them I loved them. That I missed them. I couldn't afford to be afraid anymore. I needed to face this horror. Whatever it was.

"Come on," I hissed into the empty air, "Where are you?"

"I'm here," a voice, small but strong, came from behind me. I felt a chill run up my spine. It wasn't her, it, that thing. This voice I knew only too well.

"Oh..." it was a single sound, a single syllable carrying a lifetime of sorrow and loss, "Oh Pinkie..." I turned to face her. Her face was a mask of shame, she was hiding in the shadows. I knew why, a necklace of severed horns hung loosely from her neck and the edges of a vile dress whispered and writhed.

"Don't..." she said, not meeting my eyes, her hair hung limp and lusterless, her eyes were the color of stormy seas. "Don't look at me..."

She wouldn't meet my eyes, so she didn't get a chance to move as I rushed forward and pulled her into a close embrace. I felt the shock register as she went rigid. Shame, anger, grief, and a dozen other emotions whirled through her. It didn't matter.

"W-why..." she finally whispered, "H-how can you stand it?" We parted, tears were pouring hot and fast from her eyes. "How can you even touch me?" her voice cracked as a little bubble of snot burst.

"Oh darling," was my only answer as I pulled up a ragged bit of curtain to dry her eyes, "If there's anypony who knows what it's like...-"

"_It's ok, just do as they say"_

_She bit back a scream as the knife drove into her side._

_ "I forgive you Rarity"_

_ "_-that pony would be me," I finish. She hiccups and finally smiles, a tiny weak thing, but it was a start.

"O-ok..." she sniffles before shaking her head to clear away the muddled thoughts, "Ok, c'mon Rares, I need you're help." Pinkie immediately turned and went out the door. The door which I noticed was still shattered and splintered from being forced open by that thing. I followed behind her quickly, there would be time for questions later, Pinkie wasn't usually this focused so I knew it had to be important. We walked in silence. Not companionable silence but in stealth. There were things in this place that I knew in my bones that I didn't want to encounter. Pinkie seemed to know the way. Eventually we made it to our destination. Sugarcube Corner. Where it all started.

"Pinkie, what's going on?" I had a lot of questions but that was the first one that sprung to mind.

Pinkie was quite for a second as we stood in the shadows of a ruined building across from the Corner. "Something bad is coming, it'll be here soon, can't you feel it?" she asked, looking me in the eyes. I looked back at that place where so many of my nightmares lived, for a moment there was nothing, then...

A pulse. Like a heartbeat. A feeling of dread washed over me as I felt something, like the exhalation of some massive apex predator.

"You felt it huh?" Pinkie had that small knowing look on her face. I nodded, I felt... something. Something alive. Something Evil.

"What is it?" my voice was a whisper.

"A curse. _The _Curse," was her answer.

The darkness was closing it.

_You can fight it Rarity. You need to fight it._

"I... I can't... Oh Celestia... it hurts, it's so empty... please... Pinkie... I can't."

_You can. I know you can._

"I'm not strong enough... she's coming, I can't stop her. Oh please... it's so cold... so cold and empty... Pinkie please... don't let me hurt anypony."

Ice and pain. Screaming grief filled my ears as I fought tooth and nail for purchase in my own mind. I felt her. So close. Whispering in my ear as she slithered violently into my skin. Sweet goddess the pain was like being peeled apart, inch by inch, as she coiled around my insides. It was violation of the deepest kind. I felt her, it, Despair. My Despair. She peeled the muscles away from my ribs as she slunk into my chest, tore the tendons from my legs as she forced herself inside, my heart froze in a gory rime as her emptiness swallowed it whole.

o_H yEsss... sO waRmmmmm..._

I vomited as I felt her inky blackness race up my spine like molten ice. My world became darkness, my voice was drowned out by weeping. Then she opened my eyes and my mind was eclipsed by Despair.

"Pinkie..." I was so weak, fading fast as I begged her, "end it..." I begged. I had only moments to reflect that this was not the first time I had begged my friend for death.

Time sped past like a broken clock, its hands swinging wildly to and fro as I gasped and struggled. It was like fighting the tide, but I could see land, solid ground somewhere ahead of me. I heard noise from outside, screaming. A voice crying out.

Twilight?

Another voice, deep and masculine that rumbled like thunder above me. Macintosh. What was happening? A crash of sound like glass breaking somewhere above and far away. I had to fight, to move forward. My head broke the surface of the ocean of black ink that was drowning me, "PLEASE!" I was pulled under again before I could cry again, I had no idea how long I'd been under.

"_MAC! WE AREN'T GOI-"_

I broke the surface again, I hear her again, my friend. She was in danger from me, from despair, I swore viciously and surged forward, drawing from a well of strength I hadn't realized I possessed, I felt her fighting me every inch, clinging to my coat and mane, wrenching hair out and cutting furrows in my mental flesh. Every breath brought me closer to myself until finally... Pain filled my senses, I felt every sickening crack as my bones snapped into familiar equine shape. I gasped raggedly as I black bile poured in a torrent from my through and ink spilled from my eyes, eating away at the snow below me before reality itself spasmed and I was torn back into the nightmare world.

I woke from my soul-sick fever in a side-room in the ruins of town hall. My head was on a collection of pillows that were at least less mangled than usual, Pinkie was keeping watch out the nearby window.

"P-Pinkie?" I rasped, my throat was raw from my latest failure, "D-did I...?" She gave me a small smile and shook her head. I hadn't killed anypony. This time. My heart was still sick remembering my last failure. Oh goddess, poor Carrot Top, at least it had been quick for her. Not like my first time...

_My song filled the air, my sorrow. The emptiness of my heart stole all warmth, even the world around me turned to ice as I sang. Desperate for warmth, for love. Anypony would do, I was so alone. _

_ There. So sweet, so small. Little filly come to me. Don't cry._

_ My ice numbed her tiny limbs as she scrambled desperately away, trying to leave me. Trying to leave me alone again. No. Not again. It wasn't fair. Black tears poured hot from my eyes and corroded the ground beneath my feet as I screamed my rage and grief at the little mewling thing. I seized it by its back legs. With a thought I slipped my shawl around her and with a furious wrench I felt the little bones snap. Let it try and leave me now. Little plum, so fresh and soft. But still it tried, it crawled and crawled on numb hooves blackening slowly with the intensity of my cold. So cold. _

_ WHY WOULDN'T SHE JUST STAY WITH ME?! _

_ I bared my teeth and leapt, in a single motion I stood over her. Oh how she screamed, I felt her warmth from where I stood, so warm... My tears spattered over her face and she shrieked, her flesh sloughing away as my despair poisoned her. She was trying to leave me again. Leave me cold and alone. With a thought I seized her forelegs and broke those too. Now she couldn't leave. Never. She wept with me as I pulled her shattered form close. Then she became cold. Her body black and withered. _

_ No. I was alone again. Why was I always alone?_

The those memories were as sharp as they were distant, not wholly mine but...

"You're beating her," Pinkie said softly, snapping me out of my latest nightmare.

"Will it be worth it?" I asked quietly, my voice as hard as the grave. She nodded. "What will I become?" I had asked that question every time I came out of it. Ever since that first time when she told me what was haunting me. My Despair. My own broken soul made flesh and hunting me. It needed me. Pinkie knew because unlike me, she hadn't had a teacher to tell her how to fight it. So it had won. I knew that if I hadn't taken the fight to it I would've been lost. Just another nightmare butchering her friends and neighbors trying desperately to fill the broken and empty hole inside of her.

"I guess you'll become like me..." she said quietly as we sat in that ruined hovel. It was the first time she had ever answered that question with anything other than a shrug.

"W-will I die?"

"Maybe."

It had been on my mind since Pinkie had first told me her plan. The broken things that hunt us can't be beaten. They can't be evaded or fooled. More importantly, they will always. Always. Come back. The only way to take them on was to play their game, then win it. Win and a you finish them for good, you become their prison. Pinkie told me she could still feel Madness laughing and screaming inside her. Counting off numbers, reciting recipes. But she also told me that everyday Madness gets a little quieter, a little more distant. The cost was so high though. Fighting those things is a war and some battles will be lost. Most of them, at least in my case. And there will be casualties.

I kept their names in my head, my sins, my failures.

Silver Spoon, Carrot Top, Lotus and Aloe.

I had cried for hours after I had come out that last one. They had been my friends, good friends. But if I didn't keep fighting I would kill more. If Despair beat me then I would become a hundred times worse than I was. Maybe one day I'll believe those words enough to forgive myself.

"It will be the least that I deserve darling," I said stiffly as I stood up, my strength slowly returning, part of me expected a remonstration from my friend but she just met my gaze and nodded. We both had enough blood on our hooves to know not to kid ourselves.

Dying tree's covered in unseasonal snowdrifts collapsed around me.

_Fight her Rarity, fight her._

"I... I'm t-trying..."

The ocean was gone, dry and empty, the sky was jagged shades of deep pitch broken by stark white. I stood there on a lone plateau rising from the vanished seas, my flesh bulging and warping as I fought to regain control. I felt her slide along my underside, slithering between rib and muscle.

"W-where am I?"

Silence.

"DAMN IT PINKIE WHERE AM I?!"

_Sweet Apple Acre's_

"Oh goddess no."

_CONCENTRATE RARITY!_

My the flesh of my torso distended into the shape of her head, like she was trying to rip me apart form the inside, trying to finally flay my mind to bits and take control for good. I felt the warmth of blood spilling over my face, my physical face. I had killed again, I felt it. I tasted the rich coppery tang, felt her narcotic elation. No more. Bent my head to the side and opened my mouth. A mouth suddenly filled with razor sharp needles, and bit through my own skin and into her. With a mighty heave that nearly blinded me with pain and ripped her out of my flesh and threw her to the ground.

She gasped and kicked like a fish pulled out of the water and tossed onto dry land. For a moment all I could do was stare at her. Despair. My own personal demon. Yet now, standing over her, I almost felt for her, for it. She was truly a wretched thing, like a skinned unicorn stained black. Weeping inconsolably as she squirmed, trying to make her ruined legs work enough to move her away from me.

"It's over," I said, my voice ringing with a grim finality as I moved over to the shuddering ruin on the ground. Pinkie hadn't told me about this, what I had to do, what would mean I had won. Now I knew why. She didn't need to. The thing that had been Despair tried to get away but I grabbed her by her leg and dragged her back, forcing her upright, and pulled her close. "You're not alone anymore, I'm your prison and your warden now."

She stopped shaking, her sobs were coming in dry heaving wracks now. She didn't have the strength to fight me anymore. I had divorced her from me, all she had was empty grief. Still, she was a part of me.

"Don't worry, we'll be together now. Forever."


End file.
